PKG (NYSE: PKG) president reports stock awards and tax share withholding

Rhea-AI Filing Summary

PACKAGING CORP OF AMERICA President Thomas A. Hassfurther reported equity compensation activity in company stock. On March 6, 2026, he acquired 11,474 shares through payout of ROIC performance units granted in 2022 and 1,018 additional shares from accumulated dividend equivalents, both at no cash cost to him.

To cover withholding taxes tied to these vesting awards, the company withheld 4,917 shares at a price of $222.52 per share, a non-market tax-withholding disposition. After these transactions, Hassfurther directly holds 211,840 common shares. The filing also shows indirect holdings of 12,061 shares in a 401(k) plan, 53,862 shares held by his spouse, and 34,293 shares held through an investment entity, with beneficial ownership of the spouse and investment-entity shares disclaimed except to the extent of his pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hassfurther Thomas A

(Last) (First) (Middle)

1 N. FIELD COURT

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PACKAGING CORP OF AMERICA [ PKG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/06/2026		A(1)		11,474	A	$0	215,739	D
Common Stock	03/06/2026		A(2)		1,018	A	$0	216,757	D
Common Stock	03/06/2026		F(4)		4,917	D	$222.52	211,840	D
Common Stock								12,061	I	by 401(k) plan
Common Stock								53,862	I	By Spouse(3)
Common Stock								34,293	I	Through investment entity(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 6, 2026, the compensation subcommittee of the compensation committee of the registrant's board of directors certified attainment of the performance measure under the ROIC performance units awarded to the reporting person on February 23, 2022. The units paid out on the date of certification.

2. Payout in shares of accumulated dividends on vesting performance units.

3. Reporting person disclaims beneficial ownership of shares held by spouse.

4. Pursuant to the terms of the Company's Long-Term Equity Incentive Plan, the Company withheld shares to cover the withholding tax obligation associated with equity awards vesting on the transaction date.

5. Reporting person disclaims beneficial ownership of shares held by investment entity except to the extent of his pecuniary interest therein.

	Kent A. Pflederer, attorney in fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did PKG President Thomas A. Hassfurther report on March 6, 2026?

Thomas A. Hassfurther reported equity compensation activity, receiving 11,474 shares from ROIC performance units and 1,018 shares from accumulated dividend equivalents. The company simultaneously withheld 4,917 shares at $222.52 per share to satisfy tax obligations related to these vesting awards.

Were Thomas A. Hassfurther’s PKG stock transactions open-market purchases or sales?

The reported transactions were not open-market trades. Hassfurther received shares as equity compensation awards at no cash cost, and shares were withheld by the company to pay withholding taxes, which is a non-market tax-withholding disposition rather than a traditional share sale.

How many PACKAGING CORP OF AMERICA shares does Thomas A. Hassfurther hold directly after these transactions?

Following the March 6, 2026 equity compensation and tax-withholding entries, Thomas A. Hassfurther directly holds 211,840 shares of PACKAGING CORP OF AMERICA common stock, as reported in the filing’s post-transaction ownership column for his direct, non-derivative holdings.

What indirect PKG share holdings associated with Thomas A. Hassfurther are disclosed in this Form 4?

The filing lists 12,061 shares held in a 401(k) plan, 53,862 shares held by his spouse, and 34,293 shares held through an investment entity. Hassfurther disclaims beneficial ownership of spouse and investment-entity shares except to the extent of any pecuniary interest.

Why did PACKAGING CORP OF AMERICA withhold 4,917 shares from Thomas A. Hassfurther?

The company withheld 4,917 shares at $222.52 per share to cover withholding tax obligations arising when Hassfurther’s equity awards vested. This tax-withholding disposition is coded “F” and represents payment of tax liability using shares instead of cash.

What triggered the payout of ROIC performance units to Thomas A. Hassfurther at PKG?

A compensation subcommittee certified attainment of the performance measure under ROIC performance units granted on February 23, 2022. Upon certification on March 6, 2026, those units paid out in 11,474 shares, along with 1,018 shares representing accumulated dividends.